Sk Telecom Co Ltd 6-K, filed Apr 30, 2021
Sk Telecom Co Ltd (SKM)
About this 6-K
Sk Telecom Co Ltd filed this 6-K on April 30, 2021.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE MONTH OF APRIL 2021
Commission File Number: 333-04906
SK Telecom Co., Ltd.
(Translation of registrant’s name into English)
65, Euljiro, Jung-gu
Seoul 04539, Korea
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submission to furnish a report or other document that the registration foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
Termination of Share Repurchase Agreement
On April 29, 2021, the board of directors of SK Telecom Co., Ltd. (the “Company”) approved the termination of the share repurchase agreement (the “Agreement”) by and between the Company and SK Securities Co., Ltd. (“SK Securities”) pursuant to which the Company engaged SK Securities to effect repurchases of common shares of the Company.
| 1. Value of Agreement (Won) | Prior to Termination |
500,000,000,000 | ||||||||
| After Termination |
0 | |||||||||
| 2. Term of Agreement Prior to Termination | From | August 28, 2020 | ||||||||
| To | August 27, 2021 | |||||||||
| 3. Purpose of Termination | Early termination due to completion of share repurchase | |||||||||
| 4. Counterparty to Agreement | SK Securities | |||||||||
| 5. Expected Date of Termination | April 30, 2021 | |||||||||
| 6. Method of Return of Assets in Trust after Termination | Return of cash and treasury shares | |||||||||
| 7. Treasury Shares Held Prior to Termination | Acquisition within Limit Based on Maximum Amount of Dividends Payable |
Common shares |
9,585,568 | Ratio (%) | 11.9 | |||||
| Preferred shares |
— | Ratio (%) | — | |||||||
|
Other Acquisition |
Common shares |
— |
Ratio (%) |
— | ||||||
| Preferred shares |
— | Ratio (%) | — | |||||||
| 8. Date of Resolution by the Board of Directors | April 29, 2021 | |||||||||
| - Attendance of Outside Directors |
Present | 5 | ||||||||
| Absent | — | |||||||||
| - Attendance of Auditors (Audit Committee Members who are not Outside Directors) |
— | |||||||||
9. Other Matters Relating to an Investment Decision
- A total of 2,097,295 common shares of the Company have been repurchased pursuant to the Agreement, which will be deposited to the Company’s corporate account and held by the Company upon the termination of the Agreement.
[Changes in Number of Treasury Shares Held Prior to Termination of Agreement]
(Unit: shares)
| Method of acquisition |
Type of shares |
As of January 1, |
Changes | As of April 29, |
Notes |
|||||||||||||||||||||||||
| Acquired (+) |
Disposed (–) |
Cancelled (–) |
||||||||||||||||||||||||||||
| Acquisition within limit based on maximum amount of dividends payable |
Direct acquisition |
Direct acquisition through stock exchange |
Common shares |
7,609,263 | — | 120,990 | — | 7,488,273 | — | |||||||||||||||||||||
| Preferred shares |
— | — | — | — | — | — | ||||||||||||||||||||||||
| Over-the- counter acquisition |
Common shares |
— | — | — | — | — | — | |||||||||||||||||||||||
| Preferred shares |
— | — | — | — | — | — | ||||||||||||||||||||||||
| Tender offer | Common shares |
— | — | — | — | — | — | |||||||||||||||||||||||
| Preferred shares |
— | — | — | — | — | — | ||||||||||||||||||||||||
| Subtotal (a) | Common shares |
7,609,263 | — | 120,990 | — | 7,488,273 | — | |||||||||||||||||||||||
| Preferred shares |
— | — | — | — | — | — | ||||||||||||||||||||||||
| Acquisition through broker |
Held in trust by broker |
Common shares |
1,809,295 | 288,000 | — | — | 2,097,295 | — | ||||||||||||||||||||||
| Preferred shares |
— | — | — | — | — | — | ||||||||||||||||||||||||
| Held by Company |
Common shares |
— | — | — | — | — | — | |||||||||||||||||||||||
| Preferred shares |
— | — | — | — | — | — | ||||||||||||||||||||||||
| Subtotal (b) | Common shares |
1,809,295 | 288,000 | — | — | 2,097,295 | — | |||||||||||||||||||||||
| Preferred shares |
— | — | — | — | — | — | ||||||||||||||||||||||||
| Other acquisition (c) |
Common shares |
— | — | — | — | — | — | |||||||||||||||||||||||
| Preferred shares |
— | — | — | — | — | — | ||||||||||||||||||||||||
| Total (a+b+c) |
Common shares |
9,418,558 | 288,000 | 120,990 | — | 9,585,568 | — | |||||||||||||||||||||||
| Preferred shares |
— | — | — | — | — | — | ||||||||||||||||||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| SK TELECOM CO., LTD. | ||
| (Registrant) | ||
| By: | /s/ Joongsuk Oh | |
| (Signature) | ||
| Name: | Joongsuk Oh | |
| Title: | Senior Vice President | |
Date: April 29, 2021